Exhibit 3.2
ETHYL CORPORATION
BY-LAWS
As Amended Through February 27, 2003
ARTICLE I
Meeting of Stockholders
Section 1. Places of Meetings. All meetings of the stockholders shall be
held at the principal office of the Corporation in the City of Richmond,
Virginia, or at such other place, either within or without the State of
Virginia, as may, from time to time, be fixed by the Board of Directors.
Section 2. Annual Meetings. The annual meeting of the stockholders, for
the election of directors and transaction of such other business as may come
before the meeting, shall be held in each year on the fourth Thursday in April,
at 11 o'clock in the forenoon, Richmond, Virginia time, or at such other date
and at such other time as the Board of Directors of the Corporation may
designate from time to time.
Section 3. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Chairman of the Board, the
Vice Chairman of the Board who is most senior in service with the Corporation,
the Chief Executive Officer or by a majority of the Board of Directors. At a
special meeting no business shall be transacted and no corporate action shall be
taken other than that stated in the notice of the meeting.
Section 4. Notice of Meetings. Notice of the time and place of every
meeting of the stockholders shall be mailed at least ten (10) days and not more
than sixty (60) days previous thereto to each stockholder of record entitled to
vote at the meeting, who shall have furnished a written address to the Secretary
of the Corporation. Such further notice shall be given as may be required by
law.
Section 5. Quorum. Any number of stockholders together holding at least a
majority of the outstanding shares of capital stock entitled to vote in respect
to the business to be transacted, who shall be present in person or represented
by proxy at any meeting duly called, shall constitute a quorum for the
transaction of business. If less than a quorum shall be in attendance at the
time for which a meeting shall have been called, the meeting may be adjourned
from time to time by a majority of the stockholders present or represented by
proxy without notice other than by announcement at the meeting until a quorum
shall attend.
Section 6. Voting. At any meeting of the stockholders each stockholder of
a class entitled to vote on the matters coming before the meeting shall have one
vote, in person or by proxy, for each share of capital stock standing in his or
her name on the books of the Corporation at the time of such meeting or on any
date fixed by the Board of Directors not exceeding seventy (70) days prior to
the meeting.
Section 7. Voting List. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten (10) days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number of shares held by each. Such list, for a period of ten (10) days
prior to such meeting, shall be kept on file at the registered office of the
Corporation or at its principal place of business or at the office of its
transfer agent or registrar and shall be subject to inspection by any
stockholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
stockholders entitled to examine such list or transfer books or to vote at any
meeting of stockholders. If the requirements of this section have not been
substantially complied with, the meeting shall, on the demand of any stockholder
in person or by proxy, be adjourned until the requirements are complied with.
Section 8. Proposals.
(a) Annual Meetings of Stockholders.
(i) Nominations of persons for election to the Board of Directors
of the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of shareholders only (A)
pursuant to the Corporation's notice of meeting, (B) by or at the direction
of the Board of Directors or (C) by any stockholder of the Corporation who
was a stockholder of record of the Corporation who is entitled to vote at
the meeting at the time the notice provided for in this section is
delivered to the Secretary of the Corporation and who complies with the
notice procedures set forth in this section.
(ii) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (C) of
paragraph (a)(i) of this section, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation and any such
proposed business other than the nomination of persons for election to the
Board of Directors must constitute a proper matter for stockholder action.
To be timely a stockholder's notice shall be delivered to the Secretary at
the principal office of the Corporation not later than the close of
business on the ninetieth day nor earlier than the close of business on the
one hundred twentieth day prior to the first anniversary of the preceding
year's annual meeting (provided, however, that in the event that the date
of the annual meeting is more than thirty days before or more than seventy
days after such anniversary date, notice by the stockholder must be so
delivered not earlier than the close of business on the one hundred
twentieth day prior to such annual meeting and not later than the close of
business on the later of the ninetieth day prior to such annual meeting or
the tenth day following the day on which public announcement of the date of
such meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment or postponement of an annual meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above. Such stockholder's notice shall
set forth: (A) as to each person whom the stockholder proposes to nominate
for election as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
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directors in an election contest, or is otherwise required in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (and such person's written consent to being
named in the proxy statement as a nominee and to serving as such a director
if elected); (B) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the business desired to be
brought before the meeting, the text of the proposal or business (including
the text of any resolutions proposed for consideration and in the event
that such business includes a proposal to amend the By-laws of the
Corporation, the language of the proposed amendment), the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and for the beneficial owner, if any, on whose
behalf the proposal is made; and (C) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (1) the name and address of such stockholder, as they
appear on the Corporation's books, and of such beneficial owner, (2) the
class and number of shares of capital stock of the Corporation that are
owned beneficially and of record by such stockholder and such beneficial
owner, (3) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to propose such business or
nomination, and (4) a representation whether the stockholder or the
beneficial owner, if any, intends or is part of a group that intends (a) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation's outstanding capital stock required to
approve or adopt the proposal or elect the nominee and/or (b) otherwise to
solicit proxies from stockholders in support of such proposal or
nomination. The foregoing notice requirements shall be deemed satisfied by
a stockholder if the stockholder has notified the Corporation of his
intention to present a proposal at an annual meeting in compliance with
Rule 14a-8 (or any successor thereto) promulgated under the Exchange Act
and such stockholder's proposal has been included in a proxy statement that
has been prepared by the Corporation to solicit proxies for such annual
meeting. The Corporation may require any proposed nominee to furnish such
other information as it may reasonably require to determine the eligibility
of such proposed nominee to serve as a director of the Corporation.
(iii) Notwithstanding anything in the second sentence of paragraph
(a)(ii) of this section to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation at an
annual meeting is increased and there is no public announcement by the
Corporation naming the nominees for the additional directorships at least
one hundred days prior to the first anniversary of the preceding year's
annual meeting, a stockholder's notice required by this section shall also
be considered timely, but only with respect to nominees for the additional
directorships, if it shall be delivered to the Secretary at the principal
office of the Corporation not later than the close of business on the tenth
day following the day on which such public announcement is first made by
the Corporation.
(b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to
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the Corporation's notice of meeting (i) by or at the direction of the Board of
Directors or (ii) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time the notice provided for
in this section is delivered to the Secretary of the Corporation, who is
entitled to vote at the meeting and upon such election and who complies with the
notice procedures set forth in this section. In the event the Corporation calls
a special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder entitled to vote in
such election of directors may nominate a person or persons, as the case may be,
for election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (a)(ii) of this
section is delivered to the Secretary at the principal office of the Corporation
not earlier than the close of business on the one hundred twentieth day prior to
such special meeting, and not later than the close of business on the later of
the ninetieth day prior to such special meeting or the tenth day following the
day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting. In no event shall the public announcement of an adjournment or
postponement of a special meeting commence a new time period (or extend any time
period) for giving a stockholder's notice as described above.
(c) General.
(i) Only such persons who are nominated in accordance with the
procedures set forth in this section shall be eligible at an annual or
special meeting of stockholders of the Corporation to serve as directors
and only such business shall be conducted at a meeting of stockholders as
shall have been brought before the meeting in accordance with the
procedures set forth in this section. Except as otherwise provided by law,
the Chairman of the meeting shall have the power and duty (A) to determine
whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this section (including whether the stockholder or
beneficial owner, if any, on whose behalf the nomination or proposal is
made solicited (or is part of a group which solicited) or did not so
solicit, as the case may be, proxies in support of such stockholder's
nominee or proposal in compliance with such stockholder's representation as
required by clause (a)(ii)(C) of this section and (B) to declare that such
nomination shall be disregarded or that such proposed business shall not be
transacted. Notwithstanding the foregoing provisions of this section, if
the stockholder (or a designated representative of the stockholder) does
not appear at the annual or special meeting of stockholders of the
Corporation to present a nomination or business, such nomination shall be
disregarded and such proposed business shall not be transacted,
notwithstanding that proxies in respect of such vote may have been received
by the Corporation.
(ii) For purposes of this section, "public announcement" shall
include disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
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(iii) Notwithstanding the foregoing provisions of this section, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this section. Nothing in this section shall be deemed
to affect any rights (A) of stockholders to request inclusion of proposals
in the Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act or (B) of the holders of any series of preferred stock to
elect directors pursuant to any applicable provisions of the article of
incorporation.
Section 9. Inspectors. An appropriate number of inspectors for any meeting
of stockholders shall be appointed by the Chairman of such meeting. Inspectors
so appointed will open and close the polls, will receive and take charge of
proxies and ballots, and will decide all questions as to the qualifications of
voters, validity of proxies and ballots, and the number of votes properly cast.
ARTICLE II
Directors
Section 1. General Powers. The property, affairs and business of the
Corporation shall be managed under the direction of the Board of Directors, and
except as otherwise expressly provided by law or by the Articles of
Incorporation, or by these By-Laws, all of the powers of the Corporation shall
be vested in such Board.
Section 2. Number of Directors. The Board of Directors shall be seven (7)
in number.
Section 3. Election of Directors.
(a) Directors shall be elected at the annual meeting of stockholders.
(b) Directors shall hold their offices until their successors are
elected. Any director may be removed from office by a majority of the votes
entitled to be cast at an election of directors of the voting group or voting
groups by which such director was elected.
(c) Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of the majority of the remaining directors though less than a
quorum of the Board of Directors.
(d) A majority of the number of directors fixed by these By-Laws shall
constitute a quorum for the transaction of business. The act of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
Section 4. Meetings of Directors. Meetings of the Board of Directors shall
be held at places within or without the State of Virginia and at times fixed by
resolution of the Board, or upon call by the Chairman by the Board, the Vice
Chairman of the Board who is most senior in service with the Corporation or the
Chief Executive Officer. The Secretary or officer performing the Secretary's
duties shall give not less than twenty-four (24) hours' notice by letter,
telegraph,
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telephone or, if given in a manner agreed to by the director, electronic
transmission, of all meetings of the directors, provided that notice need not be
given of regular meetings held at times and places fixed by resolution of the
Board. Meetings may be held at any time without notice if all of the directors
are present, or if those not present waive notice in writing either before or
after the meeting. Directors may be allowed by resolution of the Board, a
reasonable fee and expenses for attendance of all meetings.
ARTICLE III
Committees
Section 1. Executive Committee. The Board of Directors shall, by vote of a
majority of the number of directors fixed by these By-Laws, designate an
Executive Committee which shall consist of three or more directors, including
the Chairman of the Board, any Vice Chairman of the Board and the Chief
Executive Officer. The members of the Executive Committee shall serve until
their successors are designated by the Board of Directors or until removed or
until the Executive Committee is dissolved by the Board of Directors. All
vacancies which may occur in the Executive Committee shall be filled by the
Board of Directors.
Section 2. General Powers. When the Board of Directors is not in session,
the Executive Committee shall have all power vested in the Board of Directors by
law, except as otherwise provided in the Virginia Stock Corporation Act. The
Executive Committee shall report at the next regular or special meeting of the
Board of Directors all action which the Executive Committee may have taken on
behalf of the Board since the last regular or special meeting of the Board of
Directors.
Section 3. Meetings of the Executive Committee. Meetings of the Executive
Committee shall be held at such places and at such times fixed by resolution of
the Committee, or upon call by the Chairman of the Executive Committee, the
Chairman of the Board, the Vice Chairman of the Board most senior in service
with the Corporation or the Chief Executive Officer. Not less than twelve (12)
hours' notice shall be given by letter, telegraph, telephone or, if given in a
manner agreed to by the Committee member, electronic transmission, of all
meetings of the Executive Committee, provided that notice need not be given of
regular meetings held at times and places fixed by resolution of the Committee
and that meetings may be held at any time without notice if all of the members
of the Committee are present or if those not present waive notice in writing
either before or after the meeting. A majority of the members of the Executive
Committee then serving shall constitute a quorum for the transaction of business
at any meeting.
Section 4. Bonus, Salary and Stock Option Committee. The Board of
Directors shall designate a Bonus, Salary and Stock Option Committee which shall
consist of three or more directors each of whom shall satisfy the independence
requirements of the New York Stock Exchange (the "Exchange") as then in effect.
Vacancies in the Committee shall be filled by the Board of Directors with
directors meeting the requirements set forth above, giving consideration to
continuity of the Committee, and members shall be subject to removal by the
Board at any time. The responsibilities of the Bonus, Salary and Stock Option
Committee shall be set forth in the Committee's charter as approved by the Board
of Directors.
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Section 5. Audit Committee. The Board of Directors shall designate an
Audit Committee, which shall consist of three or more directors each of whom
shall satisfy the independence requirements of the Exchange as then in effect.
The Committee shall fix its own rules of procedure and a majority of the members
serving shall constitute a quorum. The responsibilities of the Audit Committee
shall be set forth in the Committee's charter as approved by the Board of
Directors.
Section 6. Nominating and Governance Committee. The Board of Directors
shall designate a Nominating and Governance Committee which shall consist of
three or more directors each of whom shall satisfy the independence requirements
of the Exchange as then in effect. Vacancies in the Committee shall be filled by
the Board of Directors with directors meeting the requirements set forth above,
giving consideration to continuity of the Committee, and members shall be
subject to removal by the Board at any time. The Committee shall fix its own
rules of procedure and a majority of the members serving shall constitute a
quorum. The responsibilities of the Nominating and Governance Committee shall be
set forth in the Committee's charter as approved by the Board of Directors.
Section 7. Other Committees of Board. The Board of Directors, by
resolution duly adopted, may establish such other committees of the Board having
limited authority in the management of the affairs of the Corporation as it may
deem advisable and the members, terms and authority of such committees shall be
as set forth in the resolutions establishing the same.
Section 8. Management Committees. The Chief Executive Officer of the
Corporation from time to time may delegate to the Executive Committee or any
other committee of the Board of Directors, or to such committees as he may
establish for the purpose, such of his management functions as Chief Executive
Officer as he may deem advisable in the best interest of the Corporation. The
members, terms, authority and procedures of such committees in exercising
management functions shall be as designated by the Chief Executive Officer.
When exercising management functions so delegated, reports as to action
taken by such committees need not be submitted to the Board except where the
Chief Executive Officer deems it advisable as a matter of general information.
ARTICLE IV
Officers
Section 1. Election. The officers of the Corporation shall consist of a
President, one or more Vice Presidents (any one or more of whom may be
designated as Executive Vice Presidents or Senior Vice Presidents), a Secretary
and a Treasurer. In addition, such other officers as are provided for in Section
3 of this Article may from time to time be elected by the Board of Directors.
All officers shall hold office until the next annual meeting of the Board of
Directors or until their successors are elected. The Chief Executive Officer
shall be chosen from among the directors. Any two officers may be combined in
the same person as the Board of Directors may determine. The Board of Directors
shall, from time to time, designate any officer as the Chief Executive Officer,
the Chief Operating Officer and/or the Chief Administrative Officer.
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Section 2. Removal of Officers; Vacancies. Any officer of the Corporation
may be removed summarily with or without cause, at any time by a resolution
passed at any meeting by affirmative vote of a majority of the number of
directors fixed by these By-Laws. Vacancies may be filled at any meeting of the
Board of Directors.
Section 3. Other Officers. Other officers may from time to time be
elected by the Board, including one or more Assistant Secretaries and Assistant
Treasurers, and one or more Divisional Presidents and Divisional Vice Presidents
(any one or more of whom may be designated as Divisional Executive Vice
Presidents or Divisional Senior Vice Presidents).
Section 4. Duties. The officers of the Corporation shall have such duties
as generally pertain to their offices, respectively, as well as such powers and
duties as are hereinafter provided and as from time to time shall be conferred
by the Board of Directors. The Board of Directors may require any officer to
give such bond for the faithful performance of his duties as the Board may see
fit.
Section 5. Duties of the Chairman of the Board. The Chairman of the Board
shall be chosen from among the directors. He shall serve as Chairman of the
Executive Committee. He shall preside at all meetings of the stockholders, the
Board of Directors and the Executive Committee. If the Chairman of the Board is
an officer of the Corporation, he may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts, or other instruments, except in
cases where the signing and the execution thereof shall be expressly delegated
by the Board of Directors or by these By-Laws to some other officer or agent of
the Corporation or shall be required by law otherwise to be signed or executed.
In addition, he shall perform all duties incident to the office of Chairman of
the Board and such other duties as from time to time may be assigned to him by
the Board of Directors.
Section 6. Duties of any Vice Chairman of the Board. From time to time,
the Board of Directors may elect one or more Vice Chairmen of the Board. Each
Vice Chairman of the Board shall perform the duties incident to the office of
the Vice Chairman of the Board and shall have such other powers and duties as
may from time to time be assigned to him by the Board of Directors or the
Chairman of the Board. The Vice Chairman of the Board who is most senior in
service with the Corporation shall perform the duties of the Chairman of the
Board in the absence of the Chairman of the Board. Any Vice Chairman of the
Board who is an officer of the Corporation may sign and execute in the name of
the Corporation deeds, mortgages, bonds, contracts and other instruments, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these By-Laws to some other officer or agent of the
Corporation or shall be required by law otherwise to be signed or executed.
Section 7. Duties of the President. The President shall be responsible
for the execution of the policies of the Board of Directors and shall have
general direction and supervision over the business of the Corporation and its
several officers, subject to the Chairman of the Board and the Board of
Directors. The President may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts or other instruments, except in cases where
the signing and the execution thereof shall be expressly delegated by the Board
of Directors or by these By-Laws to some other officer or agent of the
Corporation or shall be required by law otherwise to be signed or executed. In
addition, he shall perform all duties incident to the office
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of the President and such other duties as from time to time may be assigned to
him by the Board of Directors or the Chairman of the Board.
Section 8. Duties of the Vice President. Each Vice President of the
Corporation (including any Executive Vice President and Senior Vice President)
shall have powers and duties as pertain to the office of the Vice President and
as may from time to time be assigned to him by the Board of Directors, the
Chairman of the Board, or the Chief Executive Officer. Any Vice President of the
Corporation may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts or other instruments, except in cases where the
signing and the execution thereof shall be expressly delegated by the Board of
Directors or by these By-Laws to some other officer or agent of the Corporation
or shall be required by law otherwise to be signed or executed.
Section 9. Duties of the Treasurer. The Treasurer shall have charge and
custody of and be responsible for all funds and securities of the Corporation
and shall cause all such funds and securities to be deposited in such banks and
depositories as the Board of Directors from time to time may direct. He shall in
general perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the Board of
Directors, the Chairman of the Board, the President, a Vice Chairman of the
Board or the Chairman of the Executive Committee.
Section 10. Duties of the Controller. The Controller shall maintain
adequate accounts and records of all assets, liabilities and transactions of the
Corporation in accordance with generally accepted accounting practices; shall
exhibit at the office of the Corporation his accounts and records to any of the
directors of the Corporation at any time upon request; shall render such
statements of his accounts and records and such other statements to the Board of
Directors and officers as often and in such manner as they shall require; and
shall make and file (or supervise the making and filing of) all tax returns
required by law.
Section 11. Duties of the Secretary. The Secretary shall act as secretary
of all meetings of the Board of Directors, the Executive Committee, the
Nominating and Governance Committee and the stockholders of the Corporation, and
shall keep the minutes thereof in the proper book or books to be provided for
that purpose. He shall also act as secretary of other Committees of the Board as
may be assigned to him from time to time. He shall see that all notices required
to be given by the Corporation are duly given and served; shall have custody of
the seal of the Corporation and shall affix the seal or cause it to be affixed
to all certificates for stock of the Corporation and to all documents the
execution of which on behalf of the Corporation under its corporate seal is duly
authorized in accordance with the provisions of these By-Laws; shall have
custody of all deeds, leases, contracts and other important corporate documents;
shall have charge of the books, records and papers of the Corporation relating
to its organization and management as a Corporation; shall see that the reports,
statements and other documents required by law (except tax returns) are properly
filed; and shall, in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
a Vice Chairman of the Board or the Chairman of the Executive Committee.
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Section 12. Duties of Divisional Officers. Divisional Presidents and
Divisional Vice Presidents shall be deemed to be officers of the Corporation
whose duties and authority shall relate only to the Division by which they are
employed, and they may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts and other instruments authorized by the Board that
relate only to the business and properties of such Division. Other divisional
officers may be designated from time to time by the Board of Directors and shall
serve at the pleasure of the Board and have such duties as may be assigned by
the Board. Such officers shall be officers of the respective divisions but shall
not be deemed to be officers of the Corporation.
Section 13. Other Duties of Officers. Any officer of the Corporation shall
have, in addition to the duties prescribed herein or by law, such other duties
as from time to time shall be prescribed by the Board of Directors, the Chairman
of the Board or the Chief Executive Officer.
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ARTICLE V
Capital Stock
Section 1. Certificates. The shares of capital stock of the Corporation
shall be evidenced by certificates in forms prescribed by the Board of Directors
and executed in any manner permitted by law and stating thereon the information
required by law. Transfer agents and/or registrars for one or more classes of
the stock of the Corporation may be appointed by the Board of Directors and may
be required to countersign certificates representing stock of such class or
classes. In the event that any officer whose signature or facsimile thereof
shall have been used on a stock certificate shall for any reason cease to be an
officer of the Corporation and such certificate shall not then have been
delivered by the Corporation, the Board of Directors may nevertheless adopt such
certificate and it may then be issued and delivered as though such person had
not ceased to be an officer of the Corporation.
Section 2. Lost, Destroyed and Mutilated Certificates. Holders of the
stock of the Corporation shall immediately notify the Corporation of any loss,
destruction or mutilation of the certificate therefor, and the Board of
Directors may in its discretion cause one or more new certificates for the same
number of shares in the aggregate to be issued to such stockholder upon the
surrender of the mutilated certificate or upon satisfactory proof of such loss
or destruction, and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.
Section 3. Transfer of Stock. The stock of the Corporation shall be
transferable or assignable only on the books of the Corporation by the holders
in person or by attorney on surrender of the certificate for such shares duly
endorsed and, if sought to be transferred by attorney, accompanied by a written
power of attorney to have the same transferred on the books of the Corporation.
The Corporation will recognize, however, the exclusive right of the person
registered on its books as the owner of shares to receive dividends and to vote
as such owner.
Section 4. Fixing Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper purpose, the
Board of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than seventy
(70) days prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken. If no record date is fixed for
the determination of stockholders entitled to notice of or to vote at a meeting
of stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of stockholders.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section such determination shall
apply to any adjournment thereof.
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ARTICLE VI
Miscellaneous Provisions
Section 1. Seal. The seal of the Corporation shall consist of a flat-face
circular die, of which there may be any number of counterparts, on which there
shall be engraved in the center the words "Incorporated - February 15, 1887" and
between two concentric circles around the margin the words "Ethyl Corporation -
A Virginia Corporation".
Section 2. Fiscal Year. The fiscal year of the Corporation shall end on
December 31st in each year, and shall consist of such accounting periods as may
be recommended by the Treasurer and approved by the Executive Committee.
Section 3. Books and Records. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its stockholders and Board of Directors; and shall keep at its registered
office or principal place of business, or at the office of its transfer agent or
registrar a record of its stockholders, giving the names and addresses of all
stockholders, and the number, class and series of the shares being held.
Any person who shall have been a stockholder of record for at least six
months immediately preceding his demand or who shall be the holder of record of
at least five per cent (5%) of all the outstanding shares of the Corporation,
upon written demand stating the purpose thereof, shall have the right to
examine, in person, or by agent or attorney at any reasonable time or times, for
any proper purpose, its books and records of account, minutes and records of
stockholders and to make extracts therefrom. Upon the written request of any
stockholder, the Corporation shall mail to such stockholder its most recent
published financial statements showing in reasonable detail its assets and
liabilities and the results of its operations.
The Board of Directors shall, subject to provisions of the foregoing
paragraph of this section, to the provisions of Section 7 of Article I and to
the laws of the State of Virginia, have power to determine from time to time
whether and to what extent and under what conditions and limitations the
accounts, records and books of the Corporation, or any of them, shall be open to
the inspection of the stockholders.
Section 4. Checks, Notes and Drafts. Checks, notes, drafts and other
orders for the payment of money shall be signed by such persons as the Board of
Directors from time to time may authorize. When the Board of Directors so
authorizes, however, the signature of any such person may be a facsimile.
Section 5. Amendment of By-Laws. These By-Laws may be amended or altered
at any meeting of the Board of Directors by affirmative vote of a majority of
the number of directors fixed by these By-Laws. The stockholders entitled to
vote in respect of the election of directors, however, shall have the power to
rescind, alter, amend or repeal any By-Laws and to enact By-Laws which, if
expressly so provided, may not be amended, altered or repealed by the Board of
Directors.
Section 6. Voting of Stock Held. Unless otherwise provided by resolution
of the Board of Directors or of the Executive Committee, the Chairman of the
Board, the Vice
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Chairman of the Board or the Chief Executive Officer shall from time to time
appoint an attorney or attorneys or agent or agents of this Corporation, in the
name and on behalf of this Corporation, to cast the vote which this Corporation
may be entitled to cast as a stockholder or otherwise in any other corporation,
any of whose stock or securities may be held by this Corporation, at meetings of
the holders of the stock or other securities of such other corporation, or to
consent in writing to any action by any of such other corporation, and shall
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent and may execute or cause to be executed on behalf
of this Corporation and under its corporate seal or otherwise, such written
proxies, consents, waivers or other instruments as may be necessary or proper in
the premises; or, in lieu of such appointment, the Chairman of the Board, the
Vice Chairman of the Board who is most senior in service with the Corporation or
the Chief Executive Officer may attend in person any meetings of the holders of
stock or other securities of any such other corporation and there vote or
exercise any or all power of this Corporation as the holder of such stock or
other securities of such other corporation.
Section 7. Control Share Acquisitions Statute. Article 14.1 of the
Virginia Stock Corporation Act ("Control Share Acquisitions") shall not apply to
acquisitions of shares of this Corporation.
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